MSC Income Fund, Inc. (MSIF) Q3 2025 Earnings Report, Transcript and Summary

Greetings, and welcome to the MSC Income Fund Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Zach Vaughan. Thank you, sir. You may begin.

Thank you, operator, and good morning, everyone. Thank you for joining us for MSC Income Fund's Third Quarter Earnings Conference Call. Joining me today with prepared comments are Dwayne Hyzak, Chief Executive Officer; David Magdol, President and Chief Investment Officer; Nick Meserve, Managing Director and Head of the Private Credit Investment Group; and Cory Gilbert, Chief Financial Officer. MSC Income Fund issued a press release yesterday afternoon that details the Fund's third quarter financial and operating results. This document is available on the Investor Relations section of the Fund's website at mscincomefund.com. A replay of today's call will be available beginning an hour after the completion of the call and will remain available until November 21. Information on how to access the replay was included in yesterday's earnings release. We also advise you that this conference call is being broadcast live through the Internet and can be accessed on the Fund's homepage. Please note that information reported on this call speaks only as of today, November 14, 2025, and therefore, you are advised that time-sensitive information may no longer be accurate at the time of any replay listening or transcript reading. Today's call may contain forward-looking statements. Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may or similar expressions. These statements are based on management's estimates, assumptions and projections as of the date of this call, and there are no guarantees of future performance. Actual results may differ materially from the results expressed or implied in these statements as a result of risks, uncertainties and other factors, including, but not limited to, the factors set forth in the Fund's filings with the Securities and Exchange Commission, which can be found on the Fund's website or at sec.gov. MSC Income Fund assumes no obligation to update any of these statements unless required by law. During today's call, management will discuss net asset value or NAV and return on equity, or ROE. NAV is defined as total assets minus total liabilities and is also reported on a per share basis. MSC Income Fund defines ROE as the net increase to net assets resulting from operations divided by the average quarterly NAV. As previously announced, the Fund effectuated a 2-for-1 reverse stock split on December 16, 2024. All per share amounts, shared data and related information discussed on today's call reflect the effect of the reverse stock split. Please note that certain information discussed on this call, including information related to portfolio companies, was derived from third-party sources and has not been independently verified. And now I'll turn the call over to MSC Income Fund's CEO, Dwayne Hyzak.

Thanks, Zach. Good morning, everyone, and thank you for joining us. We appreciate your participation on this morning's call. We hope that everyone is doing well. On today's call, we will provide you the Fund's key quarterly updates, after which, we'll be happy to take your questions. We are pleased with the Fund's performance in the third quarter, which resulted in a return on equity of 14.6% and favorable net investment income. We believe that the quality of the Fund's existing investment portfolio, combined with the Fund's existing liquidity, near-term expanded regulatory leverage capacity, which will become effective at the end of January 2026 and current attractive pipeline of new private loan investment opportunities, provided the opportunity for increased net investment income and shareholder dividends as we work to enhance the Fund's investment portfolio over the next several quarters. We are also confident that the Fund's sole focus on its private loan strategy for investments in new portfolio companies. Together with the Fund's contractual future base management fee reductions as the Fund's lower middle market investments decrease as a percentage of its total investment portfolio will strengthen the Fund's ability to deliver attractive recurring dividends and favorable total returns to the Fund shareholders in the future. The Fund generated NII per share of $0.35 in the quarter, after excise tax and NII-related income taxes of $0.01 per share or $0.36 on a pretax NII basis. These results, combined with our positive outlook for the future, resulted in our most recent dividend announcements, which I will discuss in more detail later. The Fund finished the quarter with an NAV per share of $15.54, a $0.21 per share increase from the prior quarter and we continue to be pleased with the performance of the Fund's investment portfolio, including both the private loan and lower middle market portfolios. Cory will discuss our financial results in more detail. Now turning to investment activity. The Fund's private loan investment activity in the quarter continues to be slower than our expected normal quarterly activity, resulting in a net decrease in private loan investments of $6.7 million. Despite the slower-than-expected activity in the third quarter, we remain confident in our ability to grow the Fund's investment portfolio in the future. The Fund remains highly focused on executing new investment opportunities that are consistent with its historical private loan investments, both to deploy its current liquidity and to position the Fund to deploy the additional liquidity the Fund expects to have access to through the increased regulatory debt capacity that will become effective at the end of January 2026. In addition, the Fund is focused on maximizing the benefits from the Fund's legacy lower middle market investment portfolio and recycling this existing capital in the private loan investments as investments are exited or repaid. We've also continued to see significant interest from potential buyers in several of the Fund's lower middle market portfolio companies, which we expect will lead to favorable realizations over the next few quarters, and we'll move the Fund closer to achieving the benefits of a reduced future base management fee percentage. Similar to the potential for investment realizations in the Fund's lower middle market portfolio, the Fund recently exited one of its private loan portfolio company equity investments and has a second exit in process, subject to customary closing conditions and regulatory approvals. With these exits expected to represent total realized gains of approximately $15 million or approximately $0.30 per share, both at meaningful premiums to the Fund's quarter-end fair values. Nick will cover the Fund's investment activity in more detail. Based upon the Fund results for the quarter and its future outlook, earlier this week, the Fund's Board of Directors declared a regular quarterly dividend of $0.35 per share and a supplemental quarterly dividend of $0.01 per share, both of which are payable on January 30, 2026, to shareholders of record as of December 31, 2025. Going forward, the Fund expects to continue to maintain a dividend policy that provides for total quarterly dividends, which are expected to include a regular quarterly dividend and a supplemental quarterly dividend to be set at a level generally consistent with the Fund's pretax NII. Based upon the most recently declared regular and supplemental quarterly dividends and the current stock price, the Fund is currently providing its shareholders a dividend yield of approximately 12%. As the Fund executes its transition to a private loan-only investment strategy and investment portfolio and optimizes its use of leverage, our long-term goal is for the Fund to increase the total dividends paid to the shareholders in the future. As we look forward to the Fund's near-term investment activities, as of today, I would characterize the private loan investment pipeline as above average. Despite the slower investment activity over the last 2 quarters, we are excited about the current pipeline of new investment opportunities and we remain confident in our ability to generate attractive new private loan investment opportunities and grow the Fund's investment portfolio over the next several quarters. My last few comments are reminders of the continued support the Fund has received from Main Street Capital Corporation. Since Main Street's wholly owned subsidiary was appointed the sole adviser to the Fund in October 2020, Main Street has purchased over $23 million of equity in the Fund. In conjunction with the Fund's equity offering in January, Main Street entered into an open market share purchase plan to purchase up to $20 million of the Fund's shares for a 12-month period beginning in March 2025, at times when the Fund shares are trading at predetermined levels below the Fund's NAV per share. With the terms of such plan being identical to the Fund's open market share repurchase plan to purchase up to $65 million of the Fund shares and with any open market share purchases being split by the Fund and Main Street on a pro rata basis. Through today, Main Street has purchased over $2 million, and the Fund has repurchased over $7 million under these plans. As additional support for the Fund, Main Street, through its wholly owned investment adviser, voluntarily agreed to permanently waive a portion of its incentive fees earned for the third quarter to provide the Fund a resulting pretax NII of $0.36 per share. We believe these actions demonstrate Main Street's commitment to the future success of the Fund and reinforce Main Street's confidence in the strength and quality of the Fund's investment portfolio and investment strategy. With that, I will turn the call over to Nick.

Thanks, Dwayne, and good morning, everyone. As Dwayne highlighted in his remarks, we are pleased with the performance of the Fund's private loan investment portfolio in the third quarter. The overall operating performance for most of the Fund's private loan portfolio companies continue to be positive, which contributed the Fund's favorable third quarter financial results. The Fund has continued to see softness in certain private loan portfolio companies, particularly those of consumer exposure, and we are working on maximizing recoveries on those specific investments over the next few years. One of the favorable realized exits in the fourth quarter that Dwayne mentioned was a previously restructured portfolio company with consumer exposure. Due to the significant efforts and successes of that portfolio company's management team, the hard work of our team and the patience to work through a difficult situation, we ended up with a positive outcome. We hope to have a similar outcome on several previously restructured investments in the future. We continue to work with the Fund's private loan portfolio companies to understand their current performance, plans and future expectations given the current economic uncertainty that exists across certain parts of the economy. And based upon those discussions and activities to date and the overall diversity of the private loan portfolio, we are comfortable with the future outlook for these portfolio companies. The largest portion of the Fund's investment continues to be in its private loan strategy, which, as a reminder, is now the Fund's sole focus with respect to new portfolio company investments. At quarter end, 92% of the private loan portfolio was comprised of secured debt investments, over 99% of which were first lien and 97% of which were floating rate loans. The portfolio had an attractive weighted average yield of 11.3%, which was down 70 basis points from the end of 2024, primarily as a result of decreases in the SOFR rates for these floating rate debt investments. During the third quarter, the Fund invested $75 million in the private loan portfolio, which after aggregate investment activity resulted in a net decrease of $7 million. The Fund ended the third quarter with investments in 81 private loan portfolio companies, totaling $751 million of fair value and representing 60% of the Fund's total investment portfolio at fair value. As Dwayne mentioned, our private loan pipeline is above average. As we all know, M&A activity overall and especially within the private equity industry has been lower than historical averages for the past few years. Since mid-third quarter, we have seen a meaningful pickup in M&A activity in both our late-stage and early-stage pipelines, are very full at the moment. As a result, we expect to have favorable new investment activity over the next 2 quarters. With that, I'll turn the call over to David.

Thanks, Nick, and good morning, everyone. In addition to the private loan portfolio that Nick just covered, the Fund also maintains a portfolio of legacy lower middle market investments. As a reminder, these are combined debt and equity investments in smaller privately held companies, whereby the Fund partnered directly with the company's existing business owners and management team through co-investments with Main Street Capital Corporation utilizing the customized one-stop debt and equity financing solutions provided by Main Street's lower middle market investment strategy. After listing of the Fund shares on the New York Stock Exchange at the end of January, the Fund no longer makes any investments in new lower middle market portfolio companies, but continues to participate in follow-on investments in its existing lower middle market portfolio companies. We're pleased to report that the overall operating performance for most of the Fund's lower middle market portfolio companies continues to be positive, which contributed to the attractive third quarter financial results. These contributions included both strong dividend income and continued fair value appreciation. Despite the continued heightened level of concern and uncertainty in the overall economy, we remain confident in the ability of the Fund's lower middle market portfolio companies to continue to navigate the current climate. During the third quarter, the Fund completed $6 million in total lower middle market portfolio on investments, which after aggregate investment activity, resulted in a net decrease in the lower middle market portfolio of $2.6 million. At quarter end, the lower middle market portfolio had investments in 55 portfolio companies totaling $467 million of fair value and representing 37% of the Fund's total investment portfolio. The lower middle market portfolio at fair value is comprised of 53% debt investments and 47% equity investments. These debt investments had an attractive weighted average yield of approximately 13%, consistent with the prior year and over 99% were first lien loans. The Fund had equity ownership positions in all of its lower middle market portfolio companies, representing a 9% average ownership position. We expect these investments will continue to provide significant benefits in the future, including the opportunity for continued dividend income, fair value appreciation and eventually meaningful realized gains upon the future exit of these lower middle market portfolio company investments. As Dwayne mentioned, we've seen significant interest from potential buyers in several of the Fund's lower middle market portfolio companies, which we expect will lead to favorable realizations and additional fair value appreciation over the next few quarters. Turning to Fund's total investment portfolio as of September 30, the Fund continued to maintain a highly diversified portfolio with investments in 144 portfolio companies spanning across numerous industries and end markets. The Fund's largest portfolio companies represented less than 4% of the total investment portfolio at fair value at quarter end and less than 4% of the total investment income for the trailing 12 months ended September 30, with most portfolio investments representing less than 1% of the Fund's income and assets. With that, I will turn the call over to Cory.

Thank you, David, and thank you to everyone who has joined us today. The Fund's total investment income for the third quarter was $35.4 million, an increase of $1.9 million or 5.6% from the third quarter of 2024 and consistent with the second quarter. The third quarter included income considered less consistent or nonrecurring in nature of $1.4 million, and we previously discussed these nonrecurring items vary quarter-to-quarter and can include dividend income from equity investments and interest and fee income from accelerated prepayment, repricing and other activities related to debt investments. For the third quarter, these items were $0.6 million higher than the average of the prior 4 quarters, $0.9 million higher than the third quarter of 2024 and $0.5 million higher than the second quarter. Dividend income for the third quarter increased by $1.2 million from a year ago, but decreased by $1.3 million from the second quarter. The increase in dividend income from the prior year was primarily due to an increase in dividends from lower middle market and private loan equity investments. The decrease in dividend income from the second quarter was primarily due to a decrease in dividends from lower middle market equity investments. As previously discussed, dividend income will fluctuate quarter-to-quarter based on the underlying performance, cash flows and capital allocation activities of the Fund's portfolio companies. Fee income for the third quarter increased by $0.8 million from a year ago and by $0.3 million from the second quarter. The increase in fee income from both the prior year and the second quarter was primarily due to the refinancing and prepayment of debt investments. Interest income was consistent with the third quarter of 2024, and increased by $0.8 million from the second quarter. The Fund's expenses, net of waivers for the third quarter decreased by $1 million from the prior year and were consistent with the second quarter. The decrease from prior year was primarily driven by a $1.7 million decrease in interest expense and a $0.5 million decrease in base management fees. Partially offset by a $1.2 million increase in incentive fees. The decrease in interest expense from a year ago was largely driven by decreases in weighted average interest rate on the Fund's credit facilities due to decreases in benchmark index rates and a decrease to the applicable spreads resulting from amendments of the credit facilities since the first quarter of 2024, partially offset by an increase in weighted average outstanding borrowings used to fund the growth of the Fund's investment portfolio. The increase in incentive fees, which is after a $0.2 million voluntary permanent waiver provided by the Fund's investment adviser in the third quarter of 2025 is primarily attributable to an increase in the pre-incentive fee, NII. The Fund's expense ratio calculated as the Fund's total operating expenses net of any waivers and excluding interest expense as a percentage of the Fund's average total assets was 3% on an annualized basis for the third quarter, consistent with both the prior year and the second quarter. Excluding incentive fees, the Fund's expense ratio was 2% on an annualized basis for the third quarter a decrease from 2.2% in the prior year and an increase from 1.9% in the second quarter. The Fund's NII before taxes in the third quarter was $17 million or $0.36 per share, increasing from $14.2 million or $0.35 per share from the prior year. The Fund's NII in the third quarter was $16.6 million or $0.35 per share, increasing from $12.9 million or $0.32 per share from the prior year. During the quarter, the Fund recorded a net increase in the fair value of its investments of $11.2 million, representing the impact of $21 million of net unrealized appreciation, partially offset by $9.9 million of net realized losses. The net fair value increase was attributable to increases of $9.4 million in the lower middle market portfolio and $4 million in the private loan portfolio, partially offset by a decrease of $2.6 million in the middle market portfolio. Overall, the Fund's operating results for the third quarter resulted in a net increase in net assets of $26.5 million and an NAV per share of $15.54, a $0.21 increase from the second quarter and $0.01 above the Fund's public offering -- public offering price per share in its public offering and listing on the New York Stock Exchange in January of this year. As of quarter end, the Fund had nonaccrual investments comprising 1.4% of the total investment portfolio at fair value and 4.6% at cost. As of quarter end, the Fund's regulatory asset coverage ratio was 2.39, and its net debt to NAV ratio was [ 0.7 ]. This remains below the Fund's targeted leverage levels. As Dwayne mentioned, the Fund's focus remains on achieving a fully invested portfolio within its current leverage limits through January 2026, at which point the Fund will benefit from expanded regulatory leverage capacity as previously approved by the Fund's Board in January 2025. With that, I will now turn the call back to the operator so we can take any questions.

[Operator Instructions] Our first question comes from the line of Robert Dodd with Raymond James.

Congrats on the quarter and getting another one behind you. All of the private loan book slower this quarter, but looking like it's ramping up. I mean last quarter, I think you told us like you missed out on some deals because of pricing, because pricing has crept more and more aggressive in the private loan book. I mean can you give us an update there? Is that -- was that true again in the third quarter and you've moved a little bit on pricing in the fourth, and that's why the optimism in terms of activity is increased? Or can you give us some color on like what's created that transition to -- from slower to acceleration?

Sure, Robert. Thanks for the question, and I'll give a few comments, and I'll let Nick add on if he has anything that he wants to add. But I'd say that the biggest change for us is more the activity levels than it is the competitive nature. The market is definitely still competitive. I do think that the pricing today is inside of where it would have been a year ago and even 6 months ago. But I'd say that most of the improvement on our side is just pure volume at the front end and the later stages of the pipeline or the investment funnel on our side. You still do some -- see some transactions that are inside of where we are willing to go, but we probably moved a little bit and then just seeing a significant uptick or increase in the pipeline. But Nick, add any additional color that you would add.

I'd say, overall, I don't think pricing has gotten tighter in the last 3 or 4 months. It really is just a deal volume pickup. And I think that really happened in early to mid-third quarter. And there was a few deals, I think, that we thought would close by quarter end that you got pushed in the fourth quarter. And so we'll see that flow through hopefully in the fourth quarter.

The other thing to add, Robert, I think we also hope to -- the only thing I would add, Robert, is I would think we would hope to see more of our existing borrowers continue to have add-ons, either new commitments or executing on the unfunded commitments we have with the DDTLs whether that's for acquisitions or other growth activities. I think we've had more conversations here recently with some of the borrowers about those activities. So hopefully, I don't know if it will be this quarter or next quarter, or if it's the next couple of quarters, but I'd say we're seeing continued good demand there as well, which we really find attractive.

In terms of the activity rebound, I mean, I mean, you've talked obviously about consumer being a problem area for a while. What areas are really attractive in terms of sectors are attractive right now to you looking into '26, '27? Or is -- is there enough bad news in consumer that some of the opportunities are actually on much bad terms. I mean basically, what are the sectors you're particularly looking at the moment?

Sure, Robert. I would say that we continue to be risk off in general on the consumer side. It's not that we won't ever do a consumer deal. I think if it's a very, very attractive opportunity you'll still see us look at it. But in general, we continue to be risk off in that area. And I'd say we're probably even more risk off, if it's a loan-only opportunity, we've got something on the lower middle market side, and we find the management team and the -- the industry or the company attractive. You could see us do something there. I know that's less relevant for the fund going forward. But as a platform, I think that's the way we would look at the consumer side. I'd say most of what we're seeing broadly is kind of B2B type opportunities. But again, Nick, feel free to add additional color.

Yes, our focus is on our traditional businesses, industrials, manufacturing, aerospace and defense, I would say it's everything outside of consumer. And like Dwayne says, we will still do consumer but it's got a higher bar and usually it doesn't have a direct exposure to just, I'd say, the ups and downs of a consumer more of a generic buy.

Our next question comes from the line of Brian McKenna with Citizens.

So it's great to hear all the positive commentary around the outlook for originations. Assuming pipelines continue to build here into year-end, what kind of acceleration could we see in fundings into next year? And then is there a way to think about the base case or even the bull case for portfolio growth in 2026? And I guess what I'm getting at is how does this all play into the trajectory of earnings and really the dividend throughout next year? And then related to that, the $0.30 per share of expected realized gains, how should we think about the uses of those gains and proceeds from that investment and just kind of the redeployment opportunity or how much of that will get paid out in the dividend?

Sure, Brian. Thanks for the question. So there were a couple there that I'll hit on if I miss one of them, just ask a follow-up if I don't answer the question. But I'd say the way we're -- we're looking at the situation for the Fund broadly is we are very excited about the pipeline increasing. As you've heard us say for the last 2 quarters, we've been behind budget, behind expectations from an origination standpoint. Despite that, I think we've still been very pleased with both the top line investment income and more pleased with the net investment income. So we've been able to navigate what we think are really good returns for the shareholders despite being behind budget on the origination side. That being said, if we're going to grow the dividend in the future, we're going to do that by utilizing the underleveraged position. I'll let Cory correct me here, but we're probably -- in today's level, got about $100 million of leverage that we could utilize with our current regulatory limit. And then when we get to the end of January, that number increases by $250 million or so. So we've got a tremendous amount of dry powder. We just need the pipeline to come to fruition, which we're seeing come through as Nick and I both said there. So I'd say we're excited about where we sit. And we think there is a clear avenue to not only generate really attractive net investment income, but also be in a position to have an opportunity to have increased dividends at some point in 2026. The other benefit, just to remind everyone, as we execute the growth plans and execute growth of the investment portfolio, it's going to be highly concentrated in the private loan. And at some point, we'll get the added benefit, which is a contractual benefit that exists in the advisory agreement that the fee will drop from 1.5% to 1.25%. So we think we've got a number of catalysts that give us the path of the opportunity to have a really good outcome from a net investment income standpoint and then from a shareholder dividend standpoint. On the realized gains, we're very pleased with those. We gave some commentary to the amounts. We also -- we didn't give amounts on it because it hasn't executed yet, but we also have given reference to the fact that there's a number of lower middle market investments or portfolio companies that have seen significant inbound interest from third parties and where some of those companies are in discussions on activities that could lead to an exit. So we're excited about that for 2 reasons. One, we think those activities should generate additional fair value appreciation, both unrealized and then eventually realized, which is always good from an NAV standpoint and an ROE standpoint. But you hit on the fact that as we execute those exits for the benefit of the Fund, I mentioned the significant liquidity we have. That just gives us more dry powder to move out of an equity investment that may not have contractual investment income. It might be getting some dividends, but it may not have contractual investment income. We can then rotate that capital into more private loans that have the contractual interest income and give us additional liquidity to grow the interest income and eventually hopefully grow the net investment income and the dividend. So that's the way we're looking at it. As you know, we've got a structure that could allow us to retain some of those gains inside our blockers. So depending upon which company it is that we're exiting and where it sits inside of our legal structure or our corporate structure, there could be an opportunity to retain those gains and redeploy it. So we're looking at all those opportunities, but we're just very pleased that we have the opportunity to consider all those things given how well those portfolio companies are performing and the level of interest we're getting from third parties. So I think I hit on each of your questions, Brian, but if I missed one, just reask it or you can ask a follow-up.

Yes. No, that's perfect. I appreciate all the detail. There were a few questions in there, so I'll hop back into the queue, but congrats on the strong quarter.

Thanks, Brian.

Our next question comes from the line of Kenneth Lee with RBC Capital Markets.

Just one on the above-average private loan pipeline you talked about. Any further color around that? Any particular drivers you're seeing within the segments that you're focusing in?

Thank you for the question. I wouldn't say there's anything specific. I think our view is it's just you've seen private equity sponsors, investors become more active. I think that's probably a combination of a couple of things. One is the environment. I think in general, most people are viewing it more positively than they would have 6 or 12 months ago. I think you also have a lot of private equity sponsors that are sitting on a lot of dry powder, and they have other investments that they're well into their investment period on, and they're likely getting some discussion or having some discussion with their private equity fund LPs about liquidity. So I think all those things are contributing factors to a better environment today than 12 months ago. But again, Nick, if there's something else you would add, feel free to add additional color.

One thing I'd add on the pipeline is that it also just feels more real, if you will. And so I think some of the deals we worked on in the past year or 2, it never felt like it was going to transact. And I'd say everything in the pipeline today feels like that the business will actually transact versus just an efficient exercise on what value might be.

Very helpful there. And just one follow-up, if I may, just on the realized gain that you said. If I got it right, it sounds like it was -- it was a restructuring, and there was a -- it looks like a favorable exit there. Just curious as to what you believe help deliver such a favorable outcome there in those positions?

Sure, Ken. So I'd say the realized gains on the private loan side, there's 2 different portfolio companies, one of which has already been exited. The other has been announced is just going through the customary regulatory and other kind of closing approvals or processes. So those 2 investments, those 2 companies were very different. One of them, you performed extremely well or extremely strong performance from day one, continue to have growth and has a lot of future growth in front of it, and that led to a really good outcome for us, as an equity co-investor as well as for the other owners of that portfolio company. So that's just a company that from day one performed well. The second one, and it is not a massive investment for the Fund, but it's one that we think shows the opportunity we have, on some of these restructured investments if you have the ability to be patient, which we and the Fund clearly do, and then you have the wherewithal to work through the issues with that portfolio company with that management team. So it was a company that got restructured was very, very significantly impacted to the negative during COVID, but we and our co-investor, co-lender in that company took the steps to preserve the value allow that company post-COVID or when things started to rebound to have a really good recovery. That management team, as Nick said, in his comments, did a fantastic job, which we're very, very much appreciative of. And then on our side, our team do what we needed to do to give the company the opportunity to not only survive, but survive and then have the opportunity to perform really well post the restructuring. So all that stuff played out, it took a couple of years, but we ended up having a really nice exit here in the fourth quarter that led to that realized gain.

Our next question comes from the line of Arren Cyganovich with Truist.

The higher expected pipeline activity that's coming on oftentimes when activity picks up, the repayment activity picks up? Or what's your expectations in terms of repayments beyond the -- when you may potentially exit by sale?

Yes. I'd say, Arren, thanks for the question. I'd say that in the last 2 quarters, in addition to having our investment activity being a little bit slower on the outbound side. We also had some elevated repayments. I think -- there will be some repayments in the fourth quarter. But I think that, that level has returned more than normal. But Nick, if you have a different view, kind of add on here.

Yes. I'd say I think you're right in general. And as the market for M&A picks up, usually, it also -- the originations will go up and the repayments will go up. To date, we have not seen that hand in hand right now, but I would expect that in the first half of '26 that, you will probably see that go back to the typical kind of 1/3 life of any random deal.

And then could you just remind me of your expectations in terms of leverage target? And what you need to see to get there? I mean, I imagine it will rise with the private loan originations, but are you keeping leverage at a particular level until you do the exit element?

Yes. I would say that our plan for leverage is working at 2 ways. One is the current situation with the existing regulatory limits we have, which is the old BDC requirements than then come end of January of '26, the Board has already able to approve and the expanded leverage will become effective. So I'll let Cory kind of give color on both of those levels.

Yes. So currently, our leverage targets are at 0.85 to 0.95 debt to equity at the end of 09/30, we were running below that at 0.72, that's just due to the kind of the production and slower origination on the private loan pipeline and portfolio. As we look to this expanded leverage, regulatory leverage at the end of January, our leverage targets are going to increase to 1.15 to 1.25, but that's the range we plan to work within.

Our next question comes from the line of Paul Johnson with KBW.

You guys have been talking about the risk in the consumer part of the economy and potentially and just in the portfolio. I was wondering if there's any kind of specific goal there if there's an objective to cut the exposure in consumer names or potentially to try to exit or accelerate the exit of specific names in the portfolio? Or if it's just simply just kind of a higher level of monitoring in a higher bar, I guess, on new names going forward?

Sure, Paul. Thanks for the question. I'd say we've been having these calls here for a couple of quarters in this format. Obviously, on the Main Street Capital Corporation side, we've been doing this forever. So I'd say we have been signaling for the last couple of years. I can't remember now if it's 2.5 years or so, but we've been signaling for a while that we're seeing stress on some of the consumer names and that we were also generally risk off, not willing to do anything risk off, but just taking a more conservative view towards new consumer opportunities. So we've been in that stance or posture for a while. So as a result, we have not been aggressively or actively adding exposure and trying to minimize it to the extent we can. And in relation to the existing names we have that have had some level of underperformance. I think each situation is different, and we have to evaluate it with our co-investors, whether it's another co-lender or if it's the equity sponsor or both plus the management team to try and figure out what's the best answer. So I'd say each situation is a little bit different. But in general, the approach we're taking is to try not to add aggressively to the exposure from a new investment standpoint. And then for the existing names figure out whatever the best path is, whether that's a short-term path or a long-term path to maximize the opportunity, both for us, the management team and our co-investors. I know that's not a specific answer because every situation is going to be different. But I think that's the way we're looking at it broadly.

Appreciate that's helpful. And would you say that, that exposure is primarily in the private loan portfolio are mainly in the -- out of the lower middle market, just roughly?

I would say it's a mix -- I'd say it's a mix of the 2. They both have some exposure and both have some exposure that also has underperformed have been restructured. So I'd say both of them have that exposure.

And then last question was just -- I saw that you guys are ramping your second private fund under the Main Street, I was just wondering if you can maybe talk about what the investment mandate was for that fund, whether that overlaps at all with MSIF and whether or not that could potentially be something you would want to roll into the public BDC in the future?

Yes. I would say from a strategy standpoint, the strategy for everything we have today on the asset management side is focused on the private credit -- private loan strategy. So it -- both our first private fund and the second private fund that you're referring to their investment strategy is identical to the current strategy of MSC Income Fund. In terms of having a path or a plan to merge those funds, in the MSC Income Fund, I'd say we don't have that plan today. Obviously, we could look at some opportunities there, but the plan is those funds would just go to their traditional period of investment period and then getting past the investment period than just going through a normal kind of wind down or liquidation period. But that's the way we're looking at those funds today.

Our next question comes from the line of Doug Harter with UBS.

The adviser kind of waived some of the incentive fee this quarter. I guess how should we think about that going forward? And what would be the situations where that might happen again?

Doug, thanks for the question. I'd say the view is Main Street -- through the adviser that Main Street wholly owns, we're going to continue to be supportive of the Fund just like we have in the past. There's nothing contractual. But we look at the opportunity both on the equity investments that the Main Street has made into the Fund and then the small waiver we gave this quarter all being signs that we expect to be supportive, and we also think that the strategy, the existing investment portfolio, and the investment opportunity, are all positive. So I think that's the way we view it.

Our next question comes from the line of Mickey Schleien with Clear Street.

We've generally heard that activity picked up in the third quarter, and it sounds like you're fairly optimistic on your deal flow outlook. So that could help balance the direct lending loan market. With that in mind, what is your sense of the market's supply and demand balance? And what's your outlook for spreads?

Yes, Mickey, thanks for joining us, and thanks for the question. I'd say that we have -- I'll let Nick add on here, but I think we have -- continue to have a favorable view of the outlook at least near term, the Q4 and Q1. Obviously, it's hard to say beyond that, but I do think we -- we view the environment to be productive or positive. So I think as we sit here today, we're hopeful that, that activity will extend not just through Q4 and Q1 of next year, but broader or longer into 2026. In terms of spreads, we had seen just like everybody has spreads have compressed over the last 12 months or so. But I think as we look at it today, I think we've seen a little bit more stability. It remains to be seen if that continues. But I think in general, the spread movement is less today than it would have been over the last 12 months. But again, Nick, can add on additional comments on your side.

Yes, on the supply demand balance, I'd say one thing on the amount of fundraising in the private credit space, the vast majority has been on, I'd say, the upper middle market and larger deals. So on the smaller end, it's still a little bit too much in demand right now, but I think there's an opening there that allows us to continue to find the right size. And so I'd say our wind over there, we feel really good about the next 12 months, they expect volumes to pick up from there. On the spread side, I mean, obviously has tightened over the last 12 months. I do think we found a little bit of a floor here for a little while as there's a limit of how much pricing can go below that, I supposed, [ $500 ] on the smaller deal flows -- on the smaller deal sizes.

That's helpful. It's taken a couple of quarters, but I'm starting to see -- or we're starting to see the impact of tariffs on some companies at some BDCs that's a slow process. I'd like to understand how much of that risk do you see remaining in the portfolio in relation to tariffs?

Yes, Mickey, I would say it's been a while since we gave detailed commentary. I think it was the Q1 conference call, and we get pretty detailed commentary there, just given the nature of our businesses, they have some tariff exposure. I think we acknowledge that early on. But I'd say that when you look at the companies broadly, both the private loan and the lower middle market portfolios, the companies have been able to navigate that risk well, and we're not seeing broad-based kind of negative impacts there, that could change in the future, but I think we feel pretty good about how the portfolio companies and their management teams have been able to navigate that risk.

Dwayne, do you see any tail risks related to that issue?

I mean, not as we sit here today. I mean, that could change, obviously, but as we sit here today, I think we feel pretty good about it.

That's good to hear. My last question, given that you've operated in the lower middle market for a long time, I'm curious how long you think it will take for the Fund's lower middle market portfolio to run off?

That's a great question, Mickey. And I don't have a great answer for you. As you probably recall from all the time that you tracked Main Street Capital Corporation historically, it is a long term to permanent holding period. So we're not -- we're not like a traditional private equity firm that has a very defined exit time line and strategy. We're going to do what we think is right for the company. We're going to do what's right for what our partners in the business, which are the management teams of those companies what they want to do. Because of that, it can be a very, very long-term holding period. So we don't have a clear path on how quickly the lower middle market investments will exit. We do have a clearer path in terms of how we can grow the private loan portion of the portfolio through the liquidity that both Cory and I talked about earlier. And the pipeline that Nick and his team are executing to. We feel better about visibility to that. And I'd say when you look at driving down the lower middle market portfolio as a percentage of the total portfolio, growth of the private loan portfolio is going to be the bigger driver than exits of lower middle market, and that's what we're executing to.

That's helpful and really interesting. I just thought of one other question I'd like to ask, if I might. Besides reversals, how much of this quarter's unrealized gains were driven by underlying performance of portfolio companies versus comparable multiples?

Yes. So the gains, just to be clear, Mickey, those will be Q4 gains as opposed to Q3, if I get you.

No, no the one -- the Q3 that you've just reported.

I'm sorry, so you're talking about the unrealized fair value. I'd say it's a combination of the two. For the companies that are getting a lot of inbound interest as you probably would expect, we can't ignore inbound interest, particularly if it's something that is pretty well defined. So it would be a combination both of EBITDA multiple expansion, but also just fundamental EBITDA growth. So you can see in our footnotes, which you'll see it in the 10-Q, we give a schedule that shows the weighted average EBITDA multiples. And I think you will see those go up slightly, but it won't be a massive increase in the multiple when you look at it on a weighted average basis across the portfolio.

That's helpful. Those are all my questions this morning. Thank you for your time.

Our next question is a follow-up from Brian McKenna with Citizens.

So just a few questions on the lower middle market portfolio. What was the fair value of the equity portfolio at quarter end? And then how much is that marked up relative to cost? What percent of equity investments have been held for over 5 years within the MSIF portfolio? And then when you look at the broader equity portfolio of Main Street, how much are equity investments typically marked up in a realization event versus the last unrealized market?

There's a lot there, Brian. So I probably won't recall others, and I may not have all those numbers at my fingertip. Cory is kind of pulling up some numbers here to give you the color on what the fair value is versus the cost basis. There is a fair amount of unrealized appreciation in those names. In general, in terms of the kind of the duration or the holding period of the existing investments, it is a long-term permanent holding period. So I would say when you look at the number of companies that are in there that have been in the Main Street, I'm saying broadly, Main Street Capital Corporation and MSC Income Fund portfolios together, it's about 25% to 1/3 have been there for longer than 10 years. You've got another group that have been in there for longer than 8 years. So these are intentionally mature, well-established companies. They are also well-established investments from a holding period standpoint. So you see the benefit of our patient approach and long-term approach to building value with the management team of those companies over a long period of time. But Cory, I don't know if you have the number, what's kind of fair value versus cost on.

Yes. Brian, on the lower middle market equity, the cost basis as of 09/30 was about $112 million, and the fair value of that is $220 million. So about $107 million appreciation between the two.

This now concludes our question-and-answer session. I would like to turn the floor back over to management for closing comments.

We just want to say thank you again to everyone for joining us this morning. We appreciate the continued support of the fund shareholders, and we look forward to speaking to everyone again in February after the release of our results for the fourth quarter.

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines, and have a wonderful day.